By engaging the services of James Sparrow (the "Contractor"), you (the "Client") agree to the following terms and conditions (the "Terms").

BACKGROUND
1. The Client is of the opinion that the Contractor has the necessary qualifications, experience and abilities to provide services to the Client.
2. The Contractor is agreeable to providing such services (the "Services") to the Client set out in these Terms, and as listed on the invoice issued to the Client.

IN CONSIDERATION OF the matters described above and of the mutual benefits and obligations set forth, the receipt and sufficiency of which consideration is hereby acknowledged, the Client and the Contractor (individually the "Party" and collectively the "Parties" to this Contract) agree as follows:
 
SERVICES PROVIDED
3. The Client hereby agrees to engage the Contractor to provide the Client with the services as stated on the invoice issued to the Client (the "Agreement").
​4. The Services will also include any other tasks and conditions which the Parties may agree on. The Contractor hereby agrees to provide such Services to the Client.
 
TERM OF CONTRACT
4. The term of this Contract (the "Term") will begin on the date agreed upon by the Parties and specified on the invoice and will remain in full force and effect until the completion of the Services, subject to earlier termination as provided in these Terms. 

PERFORMANCE
6. The Parties agree to do everything necessary to ensure that the services, and payment for services take effect.
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CURRENCY
7. Except as otherwise provided in this Contract, all monetary amounts referred to on the website and invoices are in AUD (Australian Dollars).

PAYMENT
8. A non-refundable deposit of 50% (the "Deposit") is payable by the Client within 7 days upon issuing of the invoice.
The remainder of the payment is payable by the Client in full a maximum of 2 weeks prior to the event date as stated on the invoice.

REIMBURSEMENT OF EXPENSES
9. The Contractor will be reimbursed from time to time for reasonable and necessary expenses incurred by the Contractor in connection with providing the Services. These may include expenses such as paid parking, overtime, and or damaged equipment caused by the Client or associated parties.

TRADE SECRETS
10. Trade Secrets (the "Trade Secrets") include but are not limited to any data or information, technique, process, tools, etc relating to the business of the Contractor, which are secret and proprietary to the Contractor, and which give the business a competitive advantage where the release of that Trade Secret could be reasonably expected to cause harm to the Contractor.
11. The Client agrees that they will not disclose, divulge, reveal, report or use, for any purpose, any Trade Secrets which the Client has obtained, except as authorised by the Contractor or as required by law. The obligations of confidentiality will apply during the Term and will survive indefinitely.

OWNERSHIP OF INTELLECTUAL PROPERTY
12. All intellectual property and related material (the "Intellectual Property") that is developed or produced under any agreements, will be the property of the Contractor. The Client is granted a non-exclusive licence of this Intellectual Property for their personal (non-commercial) use.
13. Title, copyright, intellectual property rights and distribution rights of the Intellectual Property remain exclusively with the Contractor.

CAPACITY/INDEPENDENT CONTRACTOR
14. In providing Services to the Client, it is expressly agreed that the Contractor is acting as an independent contractor and not as an employee. The Contractor and the Client acknowledge that there is no partnership or joint venture between them, and is exclusively a contract for service.

CANCELLATION CLAUSE
15. The Contractor holds the right to terminate the scheduled work under the following circumstances:
a. The Contractor is unable to perform the scheduled work due to illness, personal or emergency circumstances. In this instance, a replacement solution may be offered such as an associate performing the work in place of the Contractor. If no solution can be agreed upon, a full refund of the Deposit will be issued to the Client.
b. The Contractor being subjected to verbal or physical threats, abuse or harassment by the Client or associated parties prior to the scheduled work. In this instance, the Contractor reserves the right of choice to issue a refund of the Deposit amount to the Client and terminate the agreement, or retain the Deposit in part or full at the Contractor's discretion.
c. The Contractor (or associates, sub-contractors) being subjected to verbal or physical threats or abuse, or harassment while performing the scheduled work. The Contractor (or associates, sub-contractors) reserve the right to terminate the Contract and to leave the place of performed work under these circumstances, and the Client forfeits their rights to any refund of the payment(s) made.

ADDITIONAL CLAUSE
16. Editing of photography and/or videography will be of the Contractor’s personal taste and style unless a prior agreement has been made. This includes basic work of cropping, straightening, colour correction, and skin softening. This does not include advanced or complex work such as removing unwanted objects, changing the sky or backgrounds, or altering people’s appearance (removing double chins, fixing clothing, unravelled / messy hair, “slimming”, etc). These may be performed at the Client’s request for an additional fee.

RETENTION OF FILES
17. The Contractor will retain the deliverables online (final edited photo and/or & video files) for a period of 6 months after they have been delivered to the Client. If the Client loses the files after this period, a fee ranging between $200 - $500 will be issued upon redelivery of the files. After the 6-month period has concluded, the Contractor has no further responsibility for retaining these files, and the Client agrees to cause no animosity or retaliation if the Contractor has removed and/or deleted these files. ​

MODIFICATION OF CONTRACT
18. Any amendment or modification of any Contract or Agreement or additional obligation assumed by either Party in connection with this Contract will be binding if evidenced in a written agreement from each Party such as email, social media message, etc.

TIME OF THE ESSENCE
19. Time is of the essence in this Contract. No extension or variation of this Contract will operate as a waiver of this provision.

ASSIGNMENT
20. The Contractor will not voluntarily, or by operation of law, assign or otherwise transfer its obligations under this Contract without the prior written consent of the Client.

ENTIRE AGREEMENT
21. It is agreed that there is no representation, warranty, collateral agreement or condition affecting these Terms except as expressly provided in these Terms.

ENUREMENT
22. These terms will enure the benefit of and be binding on the Parties and their respective heirs, executors, administrators and permitted successors and assigns.

TITLES/HEADINGS
23. Headings are inserted for the convenience of the Parties only and are not to be considered when interpreting this Contract.

GENDER
24. Words in the singular mean and include the plural and vice versa. Words in the masculine mean and include the feminine and vice versa.

GOVERNING LAW
25. This Contract will be governed by and construed in accordance with the laws of the State of Western Australia.

SEVERABILITY
26. In the event that any of the provisions of this Contract are held to be invalid or unenforceable in whole or in part, all other provisions will nevertheless continue to be valid and enforceable with the invalid or unenforceable parts severed from the remainder of this Contract.

WAIVER
27. The waiver by either Party of a breach, default, delay or omission of any of the provisions of this Contract by the other Party will not be construed as a waiver of any subsequent breach of the same or other provisions.

Enquiries can be directed to info@jsparrowphotography.com